Soundwave's Vow
by Snart and Rory
Summary: Everyone thinks Soundwave acts the way he does because of the vow he made to Megatron, but what if that vow was covering up for something else? Soundwave is trying to get revenge against those that are responsible for his loss: The Autobots. Or are they? He will go through drastic means to find out, including betrayal and killing, deception and even at the cost of his own life. TFP
1. Chapter 1

**Epilogue: A Confusing Scene**

Optimus Prime stepped back and silently watched as the escape pod, holding the last Autobot besides himself, Ratchet, shoot into the stars. He had shot off all the escape pods with all the autobots in the area, successfully clearing his homeworld of his kin, sending them off to find a new life.

Sighing softly to himself, Optimus turned toward his own pod, preparing to follow his friends to their unknown destination, when a strange sound reached his ears.

Optimus Prime froze and listened. It was a wailing cry, rising in pitch before cutting off suddenly. He stayed still and silent, listening for it to happen again. There it was. A rising pitch that ended suddenly in a shriek.

Cautious, the Prime made his way toward the noise, watching carefully for any danger. As he drew closer, the sound rose again in that wail, causing his audio receptors to ring.

"What is that?" Optimus murmured under his breath, pressing his back to a large pile of rubble as he peeked his face around it. "What the..."

His optics couldn't believe the sight before him.

A large black mech, marked with purple biolights, was tearing through rubble and wreckage, cutting and scraping his fingers and arms in his frantic search.

"Soundwave." Optimus muttered, watching the Decepticon carefully. He knew that Soundwave could most likely sense him due to his telepathy skills, but his search was too desperate for him to notice the leader of his enemies.

That energon-curdling cry tore through the still air, and this time, Optimus recognized the call. It was a recording of the cry of an old, extinct creature of Cybertron, whose name escaped him in the confusion of the moment.

_What are you looking for, Soundwave?_ Optimus thought when the sound of a jet reached his audio receptors, causing him to press more tightly against the wreckage as a familiar gray jet of Cybertronian make arrived, transforming to land directly before the Communications Officer.

"Soundwave." The deep, authoritative voice of Megatron was clearly heard by the concealed Prime. "I heard something over here. What was it?"

Soundwave seemed to return to his more familiar self, pointing toward the dead body of an Autobot. "Enemy extinguished." The emotionless, monotone voice responded.

Megatron looked down at the body, then up at Soundwave, his red optics unable to search the mech's hidden face. "Good. Now report back to the Nemesis. Immediately." He ordered.

Soundwave hesitated for a moment before turning and transforming, shooting off into the distance in that familiar silence.

Optimus waited until the ex-gladiator also left the area, then made his way over to the area Soundwave had so frantically searched.

_It seems completely void of anything that would interest Soundwave._ Optimus considered thoughtfully as he moved rubble aside, finding a small object underneath the wreckage. It was a small communications tool. Nothing extremely important, but valuable if you had little communications.

Optimus tossed the object away and turned to leave when a noise, similar to a tiny squeak, reached his audio receptors.

The large Autobot leader paused, turning his head to an area a few meters away from where he stood, listening. A small meow.

Optimus Prime moved over to the area, carefully shifting debris and wreckage away to reveal a tiny sparkling. Compassion immediately tugged at the Prime's heart as he bent down, eyes looking over the small child, searching for injury.

Carefully, Optimus slowly took the small child into his arms, the pitiful cries quieting gradually until they were non-existent.

The prime studied the tiny sparkling in his arms. It had dark navy, nearly black, armour; haunting white optics and golden biolights marking her body. Her hands had long digits, and her small face seemed very familiar... it looked like Offroad, a red femme that had been under his command in the Autobot capital, Iacon.

"Strange." Optimus murmured. Offroad had gone missing, and was presumed dead. Apparently not, if this child really was her sparkling.

The sparkling whimpered in his arms, and he turned his attention back to her. "Well, little one." He murmured comfortingly. "I shall bring you with me. You shall be safer and protected with my autobots, than you would being left here to die."

Optimus Prime began to make his way back to the escape pod he had reserved for his own escape from his war-ravaged homeworld.

As he walked, his processor was attempting to piece the scenario of the sparkling together. Her sire was completely unknown, but because of her small wings, there was a good chance it could've been Skyfire, who had been very close to Offroad when she was alive. Skyfire had died only two battles ago.

Reaching the escape pod, Optimus stepped inside, securing the sparkling into a small indent, checking to make sure she wouldn't be knocking loose in the shaking of the pod as it tore through space.

"You need a name, youngling." Optimus murmured, stroking her dark helm with a large finger. "You shall be called AirRush."

"Optimus!" A voice snarled from nearby, causing the prime to immediately straighten and turn.

"Megatron." He responded, his face visor snapping shut as his blades shot forth from his arms.

"What is it you have in there?" Megatron demanded, his own blade announcing it's arrival as the prime stepped out of the escape pod to face his enemy.

"That, is none of your concern." Optimus responded, swinging at the ex-gladiator, who blocked his strike skillfully.

"What is it you protect? Might it be a relic? An important artifact?" Megatron asked as their blades rang together. "It was important enough for you to stay behind, after jettisoning your comrades into the darkness of space!"

Optimus wasn't able to answer when a punch from Megatron connected with his faceplate, knocking him back against the escape pod.

Opening his cyan optics, Optimus saw Megatron begin to make his way toward the pod, no doubt to try to see what was inside. Groaning softly, the Prime shifted his position and slammed a servo onto the activation button, sending the pod shooting through Cybertron's atmosphere, heading for the depths of space.

Megatron shouted in rage and attempted to stab his opponent, who dodged out of the way at the last moment, a pede connecting with the ex-gladiator's face, knocking him down long enough for him to make his escape.

A scream of rage followed his quick retreat. "I will find it Prime! And I will use whatever it is you are trying to hide, against you!"

Optimus hurried off to find another pod, and escape his homeworld also.


	2. Chapter 2

**CHAPTER 1:**

Optimus opened his optics as he slowly came out of a stasis of unknown length, optics alighting upon his old friend, Ratchet.

"You gave me a scare, Optimus." The orange and white medic said, looking down at him grimly as Optimus sat up, placing a servo to his head. "You seem to have taken bruising to your helm. Might I guess it is from the pod's activities while you were in stasis?" He asked pointedly.

"No, old friend." Optimus responded slowly as memory leaked back slowly. "It was Megatron. He tried to take the sparkling from..."

"Sparkling?" Ratchet asked, looking at him curiously. "There wasn't anyone left when you jettisoned me into space!" He cried.

"It seems I have been proven wrong." Optimus answered, slowly standing on his pedes, Ratchet standing close by his side in case he fell. "I discovered a sparkling in the wreckage."

"Who does it belong to?" Ratchet asked, grabbing his friend's arm to steady him from falling.

"I cannot be sure, old friend." Optimus answered, pausing as if considering whether or not to continue. "But her faceplate carries similarities to Offroad."

Ratchet's face fell. "Then it is true. Offroad is dead." He shook his head sadly at the thought of the enthusiastic red femme having joined the sparks of their fallen comrades in the well of sparks.

"It is true, old friend." Optimus nodded sadly. "But Offroad left behind a sparkling. A sparkling that we must find before the Decepticons do." He added, looking down into the blue optics of the medic. "It is our duty to her memory."

Ratchet looked up at him, nodding in silent agreement, although his optics betrayed his hurt and sadness at the news. "It is our duty. To Offroad, and the sparkling's sire..." Ratchet paused, seeming to think for several moments before speaking again. "Who was the sire?" He asked.

Optimus looked up into the distance. "I do not know. But she carries wings, and I am sure to suspect Jetfire." He answered thoughtfully before turning his attention back to the present. "Who else is there?"

Ratchet looked up at him sadly. "There are six." He said, looking away from Optimus's eyes.

"It is to be expected." The large mech sighed, turning to look as a small blue femme came into the room, stopping as her optics took sight of him.

"Arcee." Optimus murmured, the small femme looking up at him respectfully as she answered. "Optimus."

"Where are the others?" Optimus asked, turning to look down at the medic.

Ratchet shrugged. "Here and there. We haven't done much since we found you, hoping that you would wake up and begin making the decisions."

Optimus nodded slowly. His followers were in confusion. On a strange planet, among a strange indigenous species, and uncertain of where and what the decepticons were planning. "Who is there?"

"Cliffjumper came with Arcee." Ratchet answered.

"Bumblebee and Bulkhead arrived before us." Arcee added, leaning against the wall of the strange room.

"Where are we?" Optimus asked in interest as he looked around.

"We are on a planet called Earth." Ratchet answered. "There is an indigenous species already residing here, called humans." The medic added.

"Yeah. Ratchet landed and was the first to make contact with their government." Arcee said. "A special agent named Fowler is in charge of us. At least until you woke up." She added.

Optimus studied her. The small blue femme had greatly changed since he had last seen her, a short while after the death of her first partner, Tailgate. She seemed calmer now, less angry.

The femme noticed him watching her and smiled. "Cliffjumper." She said softly.

A beeping noise reached Optimus' audio receptors and he turned to a familiar yellow and black scout, the enthusiastic beeping bringing a small smile onto the larger mech's face.

"It's good to see you better, Bumblebee." Optimus said, looking up to the two other mech's that entered the room. "Cliffjumper. Bulkhead."

Both nodded to him, grins breaking out on their faces to see their leader up and well.

Optimus turned to Ratchet, ready to get to work. "Can you try to pinpoint AirRush's location? Or if she's even on this planet?" He asked, the medic looking up at him grimly. "I can only try."

"Wait. AirRush?" Arcee asked, arching a brow.

"Sounds like a Decepticon if you ask me." Bulkhead muttered, Bumblebee beeping his agreement.

"Good. I could use some action." Cliffjumper grinned, elbowing Arcee, who glowered up at him.

They all fell silent when they noticed Optimus' look. A look that called for silence.

"Actually." The Prime spoke in that authoritative way, "AirRush is a sparkling. A sparkling I discovered in the wreckage of our homeworld."

"What?" The other four cried in surprise.

"But no one was left alive!" Bulkhead cried.

"Yeah!" Cliffjumper said. "Arcee and I were stuck on Cybertron for longer than most of you, and there was nothing left! Besides Decepticons, that is." He added, looking at his partner for affirmation.

"Yes, but AirRush's life signal could've been too faint for us to pick up." Ratchet responded from where he stood at a console. "And, under all the scrap metal and wreckage, it would've made it even fainter."

"Whatever the explanations." Optimus spoke, regaining everyone's attention as he stepped forward. "AirRush's safety is in jeopardy. Megatron thinks that it is a relic or important artifact that I hid in the escape pod." Silence met his words as he searched each face. "I fear that the sparkling will not live if it is discovered by the Decepticons first."

The four Autobots looked at each other, then back up at Optimus.

"Well, let's keep an eye out for a sparkling." Bulkhead said, smiling, "And kick some con tailpipe!" He added, slamming his servos together.

"Yeah. It'd be fun to have a sparkling around." Cliffjumper said, elbowing Arcee again, but recoiling from her when she turned and glared at him. "Maybe it would be, if _you'd_ stop acting like one!" She snapped, Bumblebee beeping a laugh at the red mech's expression.

"You would be our best means of finding her, old friend." Optimus said, turning to look at the medic, who stood before a console.

"I will do my best."


	3. Chapter 3

**CHAPTER 3:**

"Optimus!" Ratchet's voice cut through the Prime's thoughts as he made his way over to his friend.

"What is it?" Optimus asked, coming to stand behind the medic.

"There is a relic signal. The Decepticons must've unearthed it." Ratchet announced, turning to look up at the Prime with his cyan optics.

"Bulkhead." Optimus said, turning to the ex-constructicon, "You and Bumblebee come with me." He ordered, turning back to the medic. "Ratchet. Watch the humans."

"Ugh." Ratchet sighed, glaring at the three humans in their rec-room.

The three humans, Jack, Miko and Rafael, had been accepted into the Autobot headquarters due to their discovery by the Decepticons as they witnessed the Cybertronians in action.

"Stuck with us again!" Miko called to him cheerfully, making the mech roll his optics in annoyance.

"Where is Arcee?" Optimus asked, looking around for a moment, then turning his optics onto Ratchet.

"Arcee went for a drive. She's still hurting." The medic answered, soberly.

"We cannot wait." Optimus responded, turning to the two other mechs that waited near the groundbridge. "Bulkhead, Bumblebee, transform and roll out."

Ratchet watched as the three Autobots disappeared into the swirling colours of the groundbridge, turning to the three humans that stood on the stairs leading to their rec-room, watching him curiously.

"So... what's on the activity list?" Jack asked, looking at him with a small smile.

Ratchet snorted, turning to the consoles that kept track of the Autobot life-signals. "I'm standing by in case Optimus needs assistance. _You_ can find something to do that doesn't annoy me."

After several moments of silence, Ratchet relaxed, thanking the Allspark that the humans decided to bother each other rather than him. When Jack's voice broke the silence, his shoulders slumped as he vented in annoyance.

"Jack, what do you want?" He asked, turning around slowly, attempting to not lecture the human boy about bothering him when he was busy.

"Uh, where's Miko?"

Ratchet looked around for a minute before venting again. "That girl is definitely going to be the end of us all." He growled under his breath, muttering Cybertronian obscenities as he contacted the three mechs that were attempting to retrieve the relic. "Optimus. I think you have a straggler."

Sounds of fighting came over the comm. link, and Ratchet listened while he waited for his friend to respond.

"We have a visual." Optimus responded, grunting as the sound of smashing steel came over the comm. link.

"Optimus!" Ratchet called, listening carefully as he looked up at the life-signals. Optimus was online.

"I have her." Bulkhead's voice came over the comm.

"Bulkhead. Have you retrieved the relic?" Ratchet asked, listening to the background noises of battle.

"Not yet. The cons beat us to it." The green mech's voice answered.

"I will send a groundbridge to your coordinates. Send Miko through." Ratchet ordered, typing the same coordinates he had used to transfer the team to the relic area.

Bulkhead jumped through, dumping Miko on the ground before disappearing back into the green, white and purple of the groundbridge, just as it closed.

"Miko! What were you thinking?" Ratchet asked, placing his servos on his hips as he turned on her, totally annoyed now.

The young Japanese girl crossed her arms, glaring up at him. "I wanted to help kick con tailpipe!" She responded, just as annoyed as he was himself.

"Well, it's too dangerous. By leaving without us knowing, you jeopardized the whole team!" Ratchet answered, rolling his optics at the angry young human.

"No I didn't! I was helping Bulk!" She answered, stalking up the stairs into the kids' rec-room.

"Bulkhead would be too busy fighting the cons to be babysitting you at the same time." Ratchet shook his head as he turned back to the consoles and blinking lights.

Muttering under her breath, Miko stalked over to where the other two boys were playing video games, dropping onto the couch and sighing. "What're you guys playing?" She asked finally, leaning forward in order to see better.

"Call of Duty." Jack answered.

"What?! You're letting _Raf_ play that? His mom will be so mad!" Miko exclaimed, looking at the boy who was staring at the screen with wide eyes and pale face. "Besides... it seems to be getting to him."

Raf shrieked when a zombie appeared in the screen, biting his character, before the young hacking prodige threw the remote away and covered his eyes.

Miko laughed. "What's wrong, Raf? It's just a zombie!" She grinned at him.

Looking up at her, Raf's pale face paled even more. "They're terrible! I feel bad for Optimus and Ratchet having to fight those!... For _real_!"

"Oh, comon, Raf! It's just a game!" Miko chided him.

Jack, having died moments after Raf, looked up at her. "Did you see what the relic was?" He asked, curiosity tinging his voice.

Miko frowned. "I had, but I don't know what it does." She answered, reminded of the disappointment of being sent back to base instead of helping Bulkhead. "It was small, I couldn't even see it half of the time."

"What do you mean you couldn't see it?" Ratchet asked, looking at them from his workplace.

Eyeing the Autobot scientist, Miko crossed her arms. "I don't know. It was so thin, that if you held it level with your eyes, you wouldn't see it." She responded crossly, still mad at the medic.

Waving a hand in her direction, Ratchet turned back to the consoles, but was still musing aloud. "So thin that you couldn't see it if you held it level with your eyes... The Sarified Sword!" He muttered.

"Sarified Sword?" Miko asked, immediately on the edge of the couch. "What's that?" She demanded.

Ratchet turned towards them, glad to have gotten the girl out of her cross mood. "The Sarified Sword is a sword so thin that, as you said, Miko, you couldn't see it if you held it level with your optics. However, it was crafted by Solace Prime himself, and of the hardest metal on Cybertron." He responded. "It's blade is said to be so sharp, that it could cleave any Cybertronian in two."

"So if the Decepticons get it... that's bad, right?" Raf asked, staring at Ratchet with large eyes.

"It would be catastrophic." Ratchet answered, mentally realizing that he had used his friend's word.

Optimus Prime's voice suddenly came over the comm, causing everyone to jump. "Ratchet. Send a groundbridge."

Ratchet turned quickly to answer. "Did you get the relic?" He asked.

"No." Bulkhead responded angrily. "That ol' silent con took it and wounded Bee!"

"I'll prepare medbay!" Ratchet responded urgently, typing in the coordinates that he had used to bridge them to the relic and hurrying to wait for the team to return.

Optimus and Bulkhead came first, trying to keep the wounded scout upright.

"Bee!" Raf cried, staring at his friend with large, fear-filled eyes. "Bee! Are you OK? Is Bee going to be OK?" He asked, Bulkhead looking at him sadly.

Ratchet took one look at the wounded scout before motioning to one of the medical berths. "Hurry, get him over here!" He ordered.

Bee's optics flickered slightly as his friends helped him over to the berth, laying him down so that the medic could better examine him.

Ratchet scanned the scout to look for any unseen wounds as he began searching for the medical supplies he would need. There was a paper-thin cut in Bumblebee's abdomen, trailing almost up to his chassis, energon leaking profusely for such a small-looking cut.

"Is he going to be OK?" Raf choked on his words as tears stung his eyes. Jack placed a sympathetic hand on the younger boy's shoulder. "Come on, Raf. Let's go somewhere else and wait."

Raf shook his head profusely. "No! Bee needs me." He answered.

Optimus turned to face them now. "Perhaps it would be best if you would go with Jack, Raf. There's nothing you can do for Bumblebee at the moment."

A tearful Raf finally allowed himself to be led away by the older boy.

Ratchet didn't even look up to watch them go, but set right to work. He had to open the wound wider to look for internal damage, patching anything that he found. Internal healing would have to do the bulk of the work, he had to close the wound.

Picking up the welder, Ratchet began to work at closing the wound, running scans and monitoring Bumblebee's condition as he worked. It was going to be a long cycle.


	4. Chapter 4

**Chapter 4:**

Soundwave made his way through the Nemesis to the bridge, coming to a stop a few feet from Megatron and waited silently for his lord to acknowledge him.

"Ah, Soundwave." Megatron turned around to face him, servos clasped behind his back. "What do you have to report?"

Soundwave only stared at his master before holding out the Sarified Sword, making sure Megatron could actually _see_ the blade.

"Ah, the Sarified Sword! Such a pleasant... turn of events!" Megatron smiled as he stared at the blade for several moments: at it's black blade and shocking thinness. "I presume it works well?" He looked up at the silent communications chief, who inclined his head once. "Good!" Megatron responded, straightening back up.

Waiting for further commands, Soundwave stood silently in place. Unmoving. Silently. Patiently. Until Megatron turned to face him again. "This is a weapon we should not allow to fall into Autobot hands! Take care of it, Soundwave." He ordered before walking away.

Staring at the black blade in his servos, Soundwave allowed his helmet to scan it several times before reading the information on it.

The Sarified Sword was made of the hardest metals of Cybertron, making up for the thinness of the blade itself. It had been forged by Solace Prime, and was said to be able to cut any Cybertronian in half with one cut.

_That's why it was so easy to cut into that Autobot scout._ He thought inwardly, raising a hand to stroke a long finger across Lazerbeak's back as he began to make his way from the bridge to find a place to keep the Sarified Sword until Megatron had need and called for it.

As he walked, Soundwave began to wonder about the strange void in his mind. It was a feeling that had been nagging at him for many cycles. He felt as if information or data was missing from the millions of KB he kept within his processor. He could not place what it was that was missing, nor could his many searches turn anything up.

Soundwave pondered it for a moment. If he had deleted or locked away some data that he hadn't wanted, but also didn't want to delete, it would explain why he could not find anything within his mind. He would have hidden it, locked it away so that not even he himself could get it back.

_If it was deleted, then I'm sure there was a good reason._ Soundwave heard Lazerbeak speak through their bond and he nodded, continuing down the hall as if nothing had happened.

No amount of thinking could change the decision that he had made, and why would he try to get it back, if he hadn't wanted it in the first place?

Bumblebee had been patched up by Ratchet as well as the medic could, and was making a rapid recovery. He would have a scar where the Sarified Sword had entered his body, but that didn't matter as much as his life did.

"It looks great Bee." Raf smiled nervously at him as the yellow and black bot examined the light gray mark over his gunmetal gray abdomen.

_"A warrior's scar!"_ Bumblebee beeped at him, looking over at the humans with large blue optics.

"Dude! It's so cool!" Miko exclaimed, taking a photo with her cell phone.

Bumblebee stood up from the berth and stretched. Even after mending until he was almost well again, Ratchet still didn't let him do too much. But now that the orange and white bot was gone for the moment, the young scout took advantage of the situation and looked at Raf. _"Wanna go for a drive?"_ He asked.

"Sure, Bee!" Raf grinned up at him. "As long as it doesn't hurt you."

Bumblebee thumped his chassis with a clenched servo. _"Good as new."_

"Dude, Ratchet's gonna be stoked!" Miko warned them, but grinned as Raf climbed into the scout and they made good their escape.

Ratchet came into the room then with a data pad and looked around, then at Miko. "Miko. Where's Bumblebee?" He asked.

"Uh." Miko drew out the word. "Making good on his escape?"


	5. Chapter 5

**Chapter 5:**

_(A/N: OK... don't get confused... Yes, Arachnid, Starscream and Dreadwing are all still alive and with the Decepticons. Arachnid not for much longer, but the other two will remain. Just wanted to clear that up for you! And thanks for the reviews! :D)_

"By the allspark!" Ratchet muttered, catching Arcee's attention from where she stood with Jack.

"What is it? Decepticons?" She asked the orange and white medic.

"No. It is an escape pod." Ratchet responded as the others crowded in around Arcee and Jack, Optimus leaning in close to stare at the screen over the medic's shoulder.

"That is the one." The large red and blue mech muttered, brows furrowing as he stared at the image. "That holds AirRush."

"Then we better go retrieve a sparkling!" Bulkhead exclaimed, slamming his servos together as he turned toward the Groundbridge.

"Ratchet, AirRush may require medical attention." Optimus said, looking down at his friend before turning to Arcee. "Arcee, you must stay here and watch the children."

Arcee groaned under her breath. She had really wanted to aid in the retrieval of the sparkling, but consented silently, allowing her body language to signal him of her displeasure.

Bumblebee beeped at her, and she rolled her optics. "Sure, Bee." She sighed. "I'll see it later."

"Autobots, transform and roll out!" Optimus ordered, transforming to drive through the groundbridge, the others close behind him.

"What's a sparkling?" Miko asked from the kids' rec room.

"And who's AirRush?" Raf asked, pushing his glasses further up his nose.

Arcee sighed at their curiosity. "A sparkling is our kind of...baby." She paused, searching for the words to explain. "AirRush is a sparkling that Optimus found in the wreckage of Cybertron. He was planning on bringing her with him, but then Megatron showed up."

"And demanded Optimus hand over the sparkling?" Miko asked, interrupting with an enthusiastic look on her face.

"No. Megatron never got to see what was inside the escape pod-" Arcee was once again interrupted by Miko.

"Why? Is it because Optimus smashed his head in?"

"Maybe you should let Arcee finish, Miko." Jack said, looking pointedly at the younger girl.

There was silence for several moments, although Miko's impatience was very clear on her face and in the way she crossed her arms over her chest.

"As I was saying." Arcee paused, looking down at the three humans, "Megatron never got to see what was in the escape pod because Optimus jettisoned it into space. To protect AirRush and her existence from the decepticons."

"But now they'll know she's here, right?" Raf asked, a worried expression on his face.

Arcee opened her mouth to answer when Optimus' voice came over the comm. system. "Optimus to base, we are in need of assistance!"

Without hesitation, Arcee pressed a button that would allow her to answer. "On my way!" She said, opening the groundbridge and turning to the human children. "Raf, take over the controls for the groundbridge. Jack, you're in charge." She ordered before disappearing into the mix of green, white and purple colouring that made up the groundbridge.

Raf typed on his laptop for a few moments before the bridge closed. "There." He said in satisfaction, smiling up at Jack, who looked around. "Where's Miko?"

Soundwave was picking up a strange signal, the signal of an escape pod. He turned to where Megatron conversed with Starscream, silently approaching to stand at their side, waiting for them to notice his presence.

"Ah, Soundwave." Megatron's voice growled with leftover anger from Starscream's latest trick. "Have you decoded the next set of coordinates?" He asked.

Soundwave mutely shook his head, bringing up the blinking signal that was still transmitting from the escape pod's location.

"An escape pod?" Starscream asked, interest leaking into his voice.

Soundwave didn't even pass him a glance, his attention on the decepticon leader, whose eyebrows arched in surprise. "An escape pod... one identical to the one Prime jettisoned to protect from me."

Soundwave nodded once in affirmation.

"Arachnid!" Megatron growled, turning onto the spider-like femme. "Retrieve whatever is hidden in this pod." He ordered, red optics filled with a strange light.

"Of course, my lord." Arachnid bowed, turning and motioning for Dreadwing to follow. "I'll bring others to ensure the capture of the artifact that Prime is so intent on protecting."

"You will include Soundwave." Megatron ordered, both glancing toward the silent mech.

Soundwave understood that Megatron most likely wanted someone to watch that Arachnid didn't run off with the relic. Or betray him... again. He turned to stare at Arachnid, who nodded although tensely.

"I will include Soundwave if that be you're wish, my lord." The spider-like femme answered, inclining her head toward the towering mech.

"I would not have mentioned it if it wasn't my wish, Arachnid." Megatron growled.

Arachnid looked up at Megatron then turned and began to walk away. "Soundwave." She said, motioning for him to follow.

"Keep an eye on her, Soundwave." Megatron ordered softly. "I do not trust her, especially with something that could be so important. Something that Prime seems so set on retrieving."

Keeping his back turned to the Decepticon leader, Soundwave inclined his head in acknowledgement, careful that Arachnid wouldn't notice that Megatron had been speaking to him... quietly in order to keep what was said from her audios.


	6. Chapter 6

**Chapter 6:**

Optimus Prime was eager to retrieve the little femme sparkling he had discovered on Cybertron, wanting to take her back to base and protect her from everything going on around her.

Driving at high speed, the Prime came out of the groundbridge and into a small clearing, the escape pod in the center of it.

Transforming, Optimus walked quickly towards the pod, unable to keep a smile from touching his lips when something came in from the side, hitting him hard and knocking him over.

"Optimus!" Bulkhead cried, running forward to attack Breakdown, who had tackled the prime.

Optimus looked up to see a group of Vehicons followed by Airachnid and Soundwave, come out of the forest to attack the smaller group of Autobots.

"Protect the pod!" Optimus ordered, shooting at the rapidly approaching Vehicons, trying to get in closer to the escape pod, feeling a sense of desperation... Desperation he hadn't felt since, since. Since Elita-1 died in that fateful battle.

Pushing away the terrible memories, the Prime battled through the Vehicons beside Bumblebee, Bulkhead and Smokescreen.

Soundwave watched the Prime fight to get towards the escape pod and he turned to move towards the pod, intercepted by Bumblebee and Smokescreen.

Growling softly within his helmet, Soundwave went into a battle rage that he hadn't had in a long time, beating both Autobots that kept coming back and frustrating him.

Looking up, Soundwave saw Airachnid at the pod, opening it up.

Soundwave let loose a small growl of rage, grabbing the Autobot scout and throwing him out of the way, sending Smokescreen to land atop him.

Moving towards the spider-like femme, Soundwave stopped dead in his tracks when he saw what Airachnid pulled out of the pod.

His HUD was already scanning the small femme sparkling, sending him all of it's physical information as well as the carrier's designation... The carrier was OffRoader. That was _his_ sparkling.

Suddenly, all of the memories that Soundwave had locked away came rushing back to overwhelm his senses. The grief, the pain, the search for his sparkling and mate, the report of his sparkmate being offlined... It all came back.

Soundwave opened his optics to see Airachnid holding the sparkling and made his way to stand behind her in three long strides.

"A little femme sparkling." Airachnid cooed in a sickly sweet voice, touching the sparkling's cheek with a sharp digit, causing it to start crying.

Angered beyond description, Soundwave smashed into the spider femme, jostling her so that she scratched the sparkling's face deeply, dropping it when the bigger mech slammed into her.

Once the Decepticon spider was on the ground, Soundwave was back on his pedes, praying that his daughter wasn't hurt by the fall. He turned to see that the Autobot two-wheeler, who hadn't been in the fight at first, had caught the falling sparkling.

Soundwave tried to reach her but was blocked by Optimus Prime and Bumblebee again.

Snarling in hatred and rage, two emotions that he had forbidden himself from ever feeling, he attacked them as well, trying to bring them down.

Arcee caught the tiny sparkling in her arms. She had come to find Miko and had arrived just in time to catch the femme before she hit the ground.

Venting in relief, Arcee immediately retreated, taking Miko from where she watched, comming Raf to send her a bridge.

The green, white and purple portal materialized in front of her, and she ran inside, carrying both the crying sparkling and Miko.

The other Autobots followed her moments after, the groundbridge closing behind them and locking out their attackers.

Sighing in relief, Arcee finally took the time to try to soothe the tiny sparkling. "Shhhh." She said softly, trying to calm it down.

Arcee looked into the haunting white that made up the femme's optics, then at the dark blue, nearly black armouring that was decorated with golden biolights. "She's beautiful." Arcee said with a smile as the other Autobots crowded her.

AirRush looked around at them with large, tear filled optics as she began to cry again.

Optimus Prime now approached and the other Autobots made room for him as he came into sight of the sparkling, smiling down at her.

Immediately, AirRush fell silent and clicked, reaching her tiny servos towards the large red and blue mech, clicking repeatedly.

Everybot stood in surprise, looking at the sparkling then up at Optimus, who only smiled and took the sparkling into his arms, talking softly to her.

"Out of my way." Ratchet ordered, shoving through Bumblebee and Bulkhead so that he could look at AirRush, scanning her quickly for any injury that may have been received during her journey in the long distance pod.

Optimus held AirRush carefully as she kicked her little pedes and squealed loudly, causing the other bots to laugh.

"She's just banged up a bit." Ratchet said finally, standing up. "And in need of Energon." He added, going to the stockpile and searching for low-grade, bringing it over and opening it.

AirRush's white optics were on Ratchet now as she watched him and the Energon. When he got a dropper and tried to feed her, she whined and turned her faceplate away.

Ratchet rolled his optics and looked at the Prime, handing him the Energon. "You feed her." He said, watching in silence.

Optimus sighed at the femmeling for a few moments before trying to give her the Energon.

Immediately, AirRush opened her intake eagerly, sucking at the dropper.

"Optimus is a dad?!" Miko cried in delight from the rec-room where the kids watched.

Rolling his optics again, Ratchet looked at them. "Because Optimus was the last person that AirRush was in contact with, she naturally wants to be with him."

"So he's like a surrogate father?" Raf asked now curiously, causing all the bots to look at him in confusion.

"I'm... sorry?" Ratchet asked, looking at him for an explanation.

"Like back in the older ages when a little baby lost it's mother, then the baby would be given to another woman that had the ability to feed and nurse her." Raf explained, causing all of the Autobots to look at their leader.

Optimus looked around at them for several moments. "Maybe." He said slowly.

Ratchet nodded before looking at Arcee. "Although AirRush having a carrier might be beneficial for her." He said pointedly.

Immediately, Arcee held up her servos. "Don't even think about it, Ratchet."

Shrugging, the medic looked at her then back at the Prime who still held the sparkling.

AirRush was watching the group with large optics, curious as she inspected each one, smiling at Arcee when she found the femme that had saved her from falling.

Finishing the Energon, AirRush churred softly, causing all of the Autobots to look at her.

"What's that sound she's making?" Smokescreen asked in surprise.

Ratchet moved over to her. "It's a call." He answered, pointing to the wings of the sparkling. "AirRush is part seeker." He said, pointing to the wings of the femme sparkling. "But she's also part grounder, due to the wheels on her pedes."

Nodding at the explanation, Optimus looked around at them. "I believe that AirRush is the daughter of OffRoader and another Autobot mech." He said. "And I'd like to find out who." He added, looking over at Ratchet.

"How? There's like, hundreds of mechs!" Bulkhead said in surprise.

"Yeah, they're like scattered everywhere... and a lot of them died and are still on Cybertron." Smokescreen added.

Optimus nodded once at them. "I will still like to attempt to find out who the mech is." He said slowly. "We would start with those that OffRoader was obviously close to, like SkyFire."

The other Autobots tried to think of who else the red scout might've been close enough to to actually interface with.

"She interracted with FireSteel a lot." Bumblebee announced, the human children listening in silence to them. "And his brother Backoff."

Ratchet nodded as he began to record each name.

"She hung out with FallOut too." Bulkhead said now, thinking before rephrasing his statement. "Well... They argued a lot, but still kind of got along."

Silence fell as the autobots tried to think of anybot else.

"Wait!" Arcee snapped her fingers. "Remember SkyGale?"

"SkyGale?" Ratchet asked, looking at her.

Optimus remembered the name and nodded. "SkyGale was a younger member of SkyFire's command. He was part of the air assaults." He said, looking around at them. "He was also very good with tech and electronics." He said.

Bumblebee beeped, remembering. "SkyGale was a good guy. Kept to himself a lot, but he was good looking and young." He said.

"Then I will check for SkyGale's DNA as well as these other mechs." Ratchet said, beginning to step away when Arcee's voice stopped him.

"But there's one thing. OffRoader and SkyGale couldn't stand each other." Arcee said slowly, almost taking on a cold, angry look. "Just before OffRoader went missing, she told me that she had something important to tell me about SkyGale."

Everyone was silent as they waited for her to continue, each one wondering where she was going with this.

"But then, the next day, SkyGale disappeared as well." Arcee explained slowly. "A while later, it's discovered that OffRoader had been offlined, and no bot knows what happened to SkyGale."

Optimus looked at the blue two wheeler for several moments. "And you suspsect SkyGale to have murdered OffRoader?" He asked slowly.

Arcee nodded. "I wouldn't put it past him. He and OffRoader were always at each other's throats, and always fighting." She answered.

The Prime nodded slowly. "We will keep that in mind." He said, looking at Ratchet. "Run the tests, old friend."


	7. Chapter 7

**Chapter 7:**

AirRush screamed and cried loudly, kicking her pedes as Arcee tried to hold her. "Can you hurry up?!" Arcee shouted over the screams as she held the femmeling tightly, making her want to offline her audios.

Ratchet glared at her as he drew some of the sparkling's energon. "There! I'm done! Now give her something to keep her quiet!"

The three children, Jack, Miko and Raf were all plugging their ears as AirRush continued crying loudly, big, fat tears of coolant rolling down her cheeks.

"Hey, shhhh." Arcee attempted to soothe the sparkling, looking for the energon and dropper that they had been feeding her earlier, finding it and quickly sitting, AirRush in one arm as she got some of the energon and held it to her lips.

AirRush's cries stopped and everyone sighed in relief, but then she whimpered.

Arcee cringed. "Please, don't cry again!" She pleaded, trying to feed the sparkling the energon, but she kept her lips tightly closed, whimpering before screaming again.

Ratchet offlined his audios in annoyance as he tried to test her DNA and the DNA of the Autobots that they knew of. Immediately, he received the reading of Offroader, who was the femme they had already identified as the carrier.

Venting, Ratchet searched through the mechs, waiting as the consoles went through each mech's samples, searching for who could've been the mysterious sire of the sparkling.

Arcee groaned as AirRush continued to cry, Optimus Prime coming into the medbay from behind.

At the sight of the large, blue and red mech, AirRush immediately quieted and gurgled happily, reaching for him over Arcee's shoulder.

"Finally!" Arcee said, turning around to see her leader. "Here, take her! She'll cry if you don't!" She said, holding out the black sparkling who squealed happily and reached for the Prime.

Hesitantly, Optimus reached out and took AirRush, smiling down at her slightly. "Hello my pretty little femme." He said gently, smiling as the black sparkling curled up in his arms, yawning as she cuddled against the large chassis.

Arcee vented in relief, smiling up at him. "Thank Primus you came along! We were so sure that she was going to cause the whole base to collapse!" She said.

Optimus chuckled and shook his helm at her. "Sparklings scream, Arcee." He told her, making her cross her arms and roll her optics. "I know _that_!" She cried in annoyance. "I've just never heard one as loud as _her_." She said, looking at AirRush pointedly.

"Optimus!" Ratchet called over his shoulder, the two Autobots looking up at her. "What is it?" Arcee asked, coming up behind him.

"We have a match." Ratchet announced, turning around to look at them. "The sire is SkyGale." He said before either one could ask.

A grim silence fell over the small group of humans and autobots. "So... AirRush doesn't have any parents?" Raf asked sadly from where he stood in the kids' rec-room.

"I am afraid that AirRush is another orphan of our war." Ratchet told him as all eyes and optics turned onto the dozing sparkling as she cuddled against Optimus' chassis. "OffRoader is offline, and SkyGale has been assumed offline for millennia. We've never heard of him since he disappeared, and there have been no sightings." He explained.

Arcee snorted at him. "Just because he's been missing doesn't mean that he's not around... Maybe he's just stuck on Cybertron, or some other random planet." She said pointedly.

"Arcee." Optimus' voice caused everyone to look at him. "Just because you assume that SkyGale is responsible for OffRoader's offlining, you cannot seek revenge from a possibly offlined mech."

The blue two-wheeler glared at him slightly. "I _know_ that SkyGale is responsible of her offlining!" She responded. "And when I find him, I'll make him admit it, _prove_ that he is!" She responded angrily, stalking off down the halls to her room.

Everyone stared after her, and AirRush, who had been awoken by Arcee's shouting, began to cry all over again.

"I feel there is something strange going on..." Optimus announced calmly.


	8. Chapter 8

_(A/N: I apologize for the long wait, just like I have as I've updated each of my stories. I hope you guys enjoy this and please leave reviews on what you think about the chapter, and what you think will end up happening. :P)_

Soundwave sat alone in the middle of his room, ignoring the inquiring pings coming to him from Laserbeak, who was disturbed at having been blocked from the bond of her creator.

The silence that filled the room wasn't unusual, but it was different than it usually was… Thick… Full of emotion and memory…

Soundwave could barely wrap his processor around the realization that he had seen his sparkling… That she was even _online._ He had been sure that little AirRush had offlined with her carrier.

Thinking back to directly before his departure from Cybertron, Soundwave remembered those agonizing joors of searching… Searching for a sign, a life signal… _Anything_ in order to find his mate and sparkling… Then he had discovered OffRoad… Her graying frame twisted and broken in a pile of rubble that had been the place she had delivered her sparkling… _Their_ sparkling… He remembered how happy he had been when he had heard the news… The memory of his time with her as SkyGale.

_-Memory-_

_SkyGale stood stock still, feeling the lubricants in his optics as he stared across the room at OffRoad, who was grinning widely at him in happiness. "Are you serious?" He demanded, voice cracking with emotion as he looked back down at the test results in his servo, then back up at her again._

_The cherry red femme laughed loudly as she nodded. "Yes Gale… You're gonna be a sire." She answered with a beautiful smile on her pale faceplates._

_Moving back and forth, shocked and overwhelmed with excitement, SkyGale couldn't stop staring at his mate before he reached out to her. "Come here." He cried, wrapping his arms around her and holding her tightly against himself… His own sparkling! To raise and love and care for! The tears in his optics leaked down his faceplates as he was unable to hold in his happiness._

_One thing was for sure… He would protect his sparkling. She would never have to wonder her worth because he would love her, make sure that she knew how much he valued her in his function. "Slag… I love you so much." SkyGale whispered, leaning in close and kissing his mate, who smiled against his lips._

_-Skip-_

_SkyGale laughed at the irritated expression on his mate's faceplates, who was becoming more and more moody as her carrying gradually progressed._

"_How about this?" The dark-armoured mech asked with a smile. "I swear to never speak another word again until I lay my optics on my sparkling?" He asked, making OffRoad roll her optics in amusement. "You couldn't stay quiet for one nanoklik if your function depended on it." She responded._

_SkyGale smiled… And didn't respond._

_-End Memory-_

Soundwave jerked out of his memories, startling Laserbeak, who hopped back a few steps and chirped in confusion… Little had Soundwave known that he would never see his sparkmate again after that… But he had kept his vow. He hadn't uttered a word for millenial… And he had been prepared to never speak again in his entire function, due to the thought that his sparkling had offlined with her carrier, and he would never see her and therefore free himself from his vow.

"Laserbeak."

The cyberbird nearly jumped 3 feet when she heard the voice of her creator… His _true_ voice… The voice of SkyGale. She squawked in surprise as she hopped backwards another few feet, staring up at him, her side of the bond filled with surprise.

Scarred lip plating curled into an amused smile before returning to their usual grim state. "We have to get her… I want my sparkling." He murmured softly, the cyberbird hopping close and nuzzling his leg, jumping up onto his servo when he held it out to her.

Reattaching Laserbeak to his chassis, Soundwave stood upright, reaching up and removing his visor. He stared at his reflection. Pearly white faceplates and clear, nearly white, optics stared back at him. Perfectly shaped lip plating set in a grim line. Scars that orginated from extreme burning spread up his neck cables and over his lower jaw, branching out around his left optic, which was clouded over and useless… This was the face of SkyGale… His true self.

Venting softly, Soundwave set aside the visor and looked out at the clouds. He remembered when he had first been sent to the Autobot HQ, with the mission to get into their good graces and learn their secrets… At first, Soundwave had been quiet content with his mission. He had settled in, become accepted as the young, naive SkyGale… But then he had met her.

A fiery, young scout with a glossa that could cut sparks in two. She was confident and sure of herself, something that greatly attracted SkyGale to her… Her designation was OffRoad. He remembered how they first met… They argued and had to be pulled apart by their separate groups of friends… But he had been interested in her after that, and he had gone out of his way to befriend her… She was the only person that he admitted to why he was truly there… Admitted that he was a traitor….

_-Memory-_

"_OffRoad…" SkyGale tried, reaching out for the crimson femme, who shoved him away, angry tears streaming down her faceplates as she took a step back. "No! No I don't believe you!" She cried, upset by the revelation that her lover was a traitor… A Decepticon passing on the secrets of the Autobots._

_SkyGale took a step backwards, holding his servos up in a non-threatening expression as he tried to explain to her. "OffRoad, it was just a job! But I swear that ever since I've met you, I haven't passed on anything vital! Just enough to not have me offlined." He stated honestly, the red femme crossing her arms and looking away from him. _

_Silence fell for several moments before she spoke, so quietly that he could barely hear her. "No… I can't do this SkyGale." She whispered before looking up at him with hurt optics. "Or is that even your designation?" She asked._

_Opening his mouth to speak, SkyGale shut it as he watched her go, leaving him alone in his room as he turned away to the window, looking out over Cybertron, feeling loathing for himself as he tried to refrain from trying to convince her otherwise… Whatever she decided to believe, or do about his admittance, was hers and hers alone to decide._

_-Memory Ends-_

Soundwave broke out from another memory purge. They were becoming frequent as his wiped memories began to come back to him, unbidden and not welcome, his spark clenching at the memories that threatened to send him into an outrage of grief, self loathing and long put down pain.

She had eventually come back to him, even though he had been so sure that she would pass on the news of his betrayal, she hadn't because she had trusted him… And now he had his daughter back… But in the hands of the Autobots… Whom he had abandoned and blamed for the offlining of his mate. He needed to get her back.

Steeling himself, Soundwave looked down at the visor in his servo and clenched it tightly, first cracks appearing before it shattered under the extreme pressure.

Watching the pieces of glass clatter to the ground around his pedes, Soundwave turned away, heading out of the warship, heading off into the starlit sky, determination filling him.


	9. Chapter 9

Soundwave knew where the Autobot base was located… He had _always_ known. But he had also known that it wasn't the time to bring the Autobot's to heel, having calculated the destruction their offlining would've caused to both Cybertron and Earth alike… And he wouldn't dream of revealing their location, now that his sparkling was there, and he felt he would owe them for caring for his little seekerlet…

The tall, lithe mech had to keep from calling her in the form of seeker dialect that he spoke, spark fluttering when he made his way into the empty base, having chosen this time since he was aware all the Autobots were out scouting, leaving perhaps one guard with his daughter.

Landing on top of the silver dome that made up the roof of the Autobot base, remaining in a crouch as he listened, systems attempting to scan through the steel beneath his pedes to pick up life signals, frowning when they came back unreadable.

Soundwave stood up to his full height slowly, his tentacles sliding down to the ground beneath him, attaching to the steel beneath him, prying the hard metal back until there was a large enough space for him to slip through, landing almost silently within his enemies' domain.

Remaining still for several moments, Soundwave listened once again for any sense or hint that somebot had heard his arrival, the tension slowly seeping from his frame as he stood to his full height again, looking around before making his way down what seemed to be a hall with berthroom doors on either side.

Soundwave's spark pulsated so rapidly and loudly, that the TIC was almost certain that if any Autobots within the base didn't hear it, then he would have a spark attack at any moment.

Laserbeak's soft, soothing chirps reached him and the Decepticon placed a servo on her, caressing the thin metal as he looked around, the air feeling cool on his exposed faceplates as he searched for his sparkling, field reaching out in a desperate search, the con having to bite back the need to call for her in seeker dialect.

Stepping into what looked to be the main room as well as the med bay, Soundwave hesitated, looking around in curiosity, hoping to find any sign of his offspring when the sound of pedsteps reached him and he turned to look in the direction, tensing when purple optics that were nearly white in colour locked with blue.

Arcee, cradling AirRush's smaller frame against her chassis had heard a strange sound out in the main room and had carried the sparkling along with her as she went to discover what was causing the noise… She hadn't expected to see a mech that had long been believed as offline, standing just a few feet away.

Coming to a stop, Arcee froze and nearly dropped the black seekerlet as she stared in disbelief at the mech before her, dark blue, nearly black armouring, purple optics that were nearly white, handsome faceplates… They were more scarred than she had remembered, but there was no doubt about it… "_SkyGale_!" Arcee gasped out, feeling anger quickly overtake her shock. "Y-YOU!" She took a step forwards but stopped when she heard the sound of AirRush's little whimper, looking down into pearly white optics that looked up at her in confusion as well as slight fear.

Looking back up, Arcee jerked as she realized that SkyGale was nowhere to be seen… About to search for the mech, the smallest of team Prime stopped when Optimus' voice crackled over her comm. ::Arcee, return us to base.::

Growling, the two wheeler abandoned her search and set AirRush down on the berth, moving over to the groundbridge and opening it, the sound of the femmeling's giggling reaching her audio receptors and causing her to turn around, Arcee's spark jumping into her intake at the sight… _SkyGale was standing over AirRush!_ "Get AWAY FROM HER!" Arcee shouted, blades transforming out of her arms as she charged him, the larger mech easily dodging and vanishing up into the inner workings of the roof, Arcee posting herself beside AirRush in case he returned, shaking her helm.

"Arcee…" Optimus Prime's voice reached her audio receptors and the femme turned to look up at her leader, blades receeding into her arms as she let them drop down to her sides. "What's wrong?" Bulkhead asked now from where he looked at her over the Prime's shoulder, Arcee crossing her arms angrily. "_SkyGale_ happened!" She responded.

Silence fell over the Autobot base as the returning mechs all stared down at her in confusion before looking around them again, as if they were unsure of if she was crazy or not. "Arcee… There is no one else here." Ratchet finally stated, staring down at his arm where he was monitorying their lifesignals. "There are only the six of us…" The medic announced.

Arcee growled and moved closer to AirRush. "He _was_ here! He could be hiding his signal! It'd explain why he was thought offline so long!" The femme responded loudly, obviously angered that none of the others believed her. "He was standing right _here_, staring at AirRush!" She shouted, pointing at the sparkling that looked startled at the other's tone and began to fuss, Optimus moving over and lifting her up into his arms, cradling her gently.

Venting, Ratchet stepped forwards now. "Arcee… You've been thinking too long about SkyGale… You may be suffering from memory fluxes… SkyGale doesn't _exist._ He's _gone._ Offline." The medic stated firmly, making a zipping motion with his lips to keep her from responding. "Yup, up, up! I am having you take the rest of the cycle off…. Get yourself a good defrag. It'll help." The white and orange mech ordered, Arcee glaring before rounding on them. "I _know_ what I saw! None of you might believe me, but you will when I kill him!" She shouted, stalking from the room, Ratchet venting and going to follow, but Optimus stopped him. "Let her go… She was closer to OffRoad than any of us." The massive Prime ordered, the team watching Arcee leave.

Soundwave remained hidden in the darkest corner of the base's roof, hidden by circuitry and beams. He witnessed the entire exchange and felt a flare of guilt as well as bitter anger at the thought that Arcee deemed him responsible for OffRoad's death… Although his sudden disappearance around the same time his mate had was enough of a suspicion for most to go on… The only relieving fact was that none of the other Autobots believed the two-wheeler, who stormed off in anger.

Relaxing in his hiding place, Soundwave watched what was happening below him with great care, noticing that Optimus now had his sparkling, and didn't seem keen on letting her go… Maybe he was somewhat bothered by Arcee's statement? Partially believing her?

Finally, after joors had passed, each Autobot slowly vanished down the hall to where he had seen the berthrooms were, Optimus disappearing and leaving only Ratchet behind, who seemed keen on working late, alone in his makeshift medbay.

Soundwave became increasingly impatient with each klik that Ratchet worked… If the old bot continued at this rate, Soundwave wouldn't be able to strike at the moment when the majority would be in deep recharge, and unlikely to hear anything if he was spotted, as well as being clumsy and slow if they were somehow onlined.

Finally, just moments before Soundwave came to the conclusion to knock the medic off, The lights went out and Ratchet made his way towards the hall, Soundwave dimming his own optics to keep them from shining too brightly in the dark, waiting for almost a joor after the medic's disappearance before he slowly slipped down from his hiding place with the grace and silence of a wraith.

Silently, Soundwave made his way carefully down the hall, his movements nearly silent as he scanned each doorway for the Prime's life signature, sure that he would be the one with his sparkling… He seemed fond of AirRush, and that caused a protective (as well as jealous) flare of emotion to pass through the tall mech's frame before he found the door he needed to breach.

Soundwave's tentacles made quick work of the control panel outside of the door, the dark coloured mech waiting for the door to slide open, holding back his first impulse to tear the door from it's seams.

Once the door was open, Soundwave waited, listening for any sign that he was discovered, or that the Prime wasn't recharging, monitoring his life signs and relaxing when they all came back as normal for a mech in deep recharge.

Quietly, Soundwave stepped into the Prime's berthroom, moving over to the berth like a stalking cybercat, spark pulsating rapidly as he could first make out the massive frame of Optimus, and then a tiny one curled into the larger frame, little wings flicking and thumb digit shoved between happily suckling lips… Pure white optics turned towards his and Soundwave stilled, staring into the optics of his creation, the sparkling's earnest suckings ceasing as she stared at him, the Decepticon flaring his field out towards the femmeling, soothing her in an attempt to keep her quiet.

Soundwave prowled closer and closer to the berth, his sparkling's EM field flaring with recognition as he thumb popped out of her mouth and she reached for him, letting out a little gurgle of excitement, causing the TIC to still, monitoring Optimus for any sign that he had onlined to the sound, but there was none, allowing the mech to relax and move to directly beside the berth.

Staring down at his sparkling, Soundwave reached out and gently ran a single digit along the chubby cheekplating of his sparkling, his spark singing in his chassis as it recognized the spark of his creation, Soundwave reaching out to pick up AirRush.

It was in that singular moment that Soundwave realized the Prime wasn't recharging, blue optics opening and he was backhanded across the faceplates, Soundwave flying backwards to crash into the wall, the Prime on his pedes in moments, ignoring AirRush's startled cries.

Soundwave recovered in time to see the Prime's fist coming for his faceplating, the con crying out when it connected, the snap of his olfactory ridge sounding throughout the once quiet, and peaceful, room.

Optimus Prime wasn't just angry, he was blinded by fear… He didn't know who the mech was, but after Arcee's statement he was sure it could only be SkyGale… And the mech had somehow located their base, infiltrated it and then attempted to steal AirRush out of his arms! Growling, Optimus grabbed the mech by two of the four helm spikes and jerked him forwards into his knee, the crunch of metal on metal sounding as the red and blue mech released the smaller, who crumpled to his knee joints, vents wheezing and a servo on his abdomen.

"You knew." Soundwave choked out, energon spitting from between his lips as he spoke, the Prime staring down at him. "I suspected." He responded in a cold voice that sent a shiver down Soundwave's backstrut. "And you will never have AirRush."

Soundwave let out a roar of anger at the statement as he was back on his pedes, swinging at the Prime and feeling the satisfaction fill him when his digits found a seam in Optimus' chest plating, piercing through and nicking the spark chamber, gripping a handful of circuitry and jerking his servo away, the Prime snarling in pain now as the door was forced open and the other Autobots appeared, Bumblebee and Arcee coming at him immediately, Soundwave dodging away when Bulkhead smashed into him, crushing him between his massive frame and the wall.

Wheezing, Soundwave let himself relax, not wanting to attempt to fight out of this now as the light was turned on and he was able to better see, Ratchet crouching beside a kneeling Prime, Arcee comforting a crying AirRush, and Bumblebee staring at him with huge, baby blue optics.

Bumblebee let out a whirr that was thick with shock, and Ratchet growled. "Can't you see I'm busy, Bumblebee? I-" The medic looked up and froze when his optics locked with Soundwave. "By the allspark…" He gasped, every set of optics turning onto him now, Arcee breaking the silence. "_SkyGale!_"


	10. New Life

_A/N: Yeah, this story needs editing. I'll try and do it when I have time, but, for now, plz enjoy the final chapter. _

_~Dr. Z))_

Soundwave didn't fight against the stasis cuffs that were keeping him strapped down to the medical berth, staring up at the roof above him with a blank expression as he listened to what was happening around him. Bumblebee and Bulkhead were holding Arcee back, Optimus Prime was staring at him and holding AirRush, while Ratchet was examining him.

The touch of the medic's servos caused a shiver and small growl to pass through Soundwave, although when the medic looked at him his optics were still locked on the roof.

"He killed OffRoad! He sparked her up and then _killed_ her!" Arcee shouted from where she was being kept from exacting her revenge, anger and hatred in her voice. "OffRoad was my friend! My _partner!_" She continued on, Soundwave shutting his optics and attempting to block out the obvious pain in her voice.

Optimus remained silent as he stared at SkyGale before venting softly. "Were you always a Decepticon, SkyGale?" He asked in his usual calm tone, everyone stopping and staring as if they were just noticing the Decepticon insignia on either shoulder and Soundwave allowed a tight smile to form on his lip plating. "In a sense." He responded softly, optics reopening to Arcee's scream of _Traitor!_

Ratchet huffed and continued his examination to the damage done to Soundwave's frame, before pulling out a scanner and scanning. "By the… SOUNDWAVE!" He cried, jerking his servos away and taking several pedsteps backwards as he stared in disblief at the con strapped down to the berth before him.

"Soundwave?" Bulkhead cried, loosening his grip on Arcee, who jerked free and was on the helpless mech in moments. "You killed her!" She shouted, arm blade pressed hard into Soundwave's neck cabling, though the mech didn't even flinch. "I did not… I searched for her… And for my sparkling. I loved them." He answered, Arcee's optics filling with optical fluids before she spoke, voice cracking with grief. "You're a _liar_! If you didn't kill her, Con, then who did?" She shouted as Bulkhead jerked her from Soundwave.

Staring at the struggling femme with blank optics, Soundwave vented softly. "I don't know…" He answered, shutting his optics at Arcee's continued cries of how he was lying, how he had killed his own spark mate, but Soundwave just turned his helm away.

Optimus stepped forwards, placing AirRush on an indented berth to keep her from rolling off, moving over and taking a hold of Arcee's arm. "Arcee… You and Bulkhead will come with me… We will leave Ratchet with the prisoner and return when our processor's have cooled." He stated firmly, abruptly leaving.

Soundwave perked up… Now that it was just Ratchet and Bumblebee, it would be simple to get loose of the bonds, grab AirRush and escape.

Noticing the change in Soundwave, Ratchet glared and knocked him over the helm with a wrench. "You stop thinking about getting out of there. You have a lot of explaining to do, and I ain't letting you outta here without some answers." The medic stated gruffly, moving over to a table to get more tools for the repairs.

Soundwave's optics returned to stare up at the roof, where Laserbeak was residing, giving a silent order through their bond, the cyberbird flying down and shooting at the two remaining Autobots before shooting the bonds holding Soundwave down, the laser shorting out the stasis cuffs and freeing his master.

Standing upright, Soundwave was met by Bumblebee, easily dispatching the scout with his tentacles, connecting them to Ratchet before electrocuting the old mech into stasis, making sure both were down before turning his attention onto his sparkling and moving over to her, smiling at the adorable grin he received, AirRush arching against the berth and reaching for him with a little chirp.

Soundwave realized he didn't have time to admire his daughter, and he scooped her up, the femmeling responding to her sire, legs wrapping around his abdomen and gripping him tightly, little digits slipping into seams on his side and hooking into his protoform, keeping her clinging to her frame like a seekerlet would.

Smiling down at his daughter, Soundwave gave a gentle chitter in the seeker dialect before transforming, his armour forming around the smaller frame and encasing her completely, the Decepticon shooting out of the base and into the sky, heading back for the warship.

Optimus returned to base the moment he had had a ping from Ratchet, all of his calls to the medic going unanswered, the Prime worried that the worst had happened as he sped into the main room of the Autobot base, confirming his worst fears.

Arcee had calmed down somewhat, but she became almost panicked when she realized AirRush was gone from where she had been laying, Bulkhead attempting to aid a groaning Ratchet, the medic slowly rebooting.

Looking around, Optimus felt a spike of fear run through his spark… But he knew AirRush was safe with SkyG-er- _Soundwave_… He was her sire after all, but the Prime couldn't help but worry about Megatron and the other Decepticons… It was no secret that Starscream hated Soundwave, and could easily take his hatred out on a helpless sparkling.

"H-He took her! Doesn't he realize that they'll kill her?" Arcee cried, obviously distressed as she moved around the room, optics wide with fear, Optimus Prime catching her arm and pulling her close. "Arcee… He is her sire. It was only logical that he would've come for her eventually… He obviously loves her."

Arcee looked up at her leader with conflicted optics. "But we don't know if he _didn't_ kill OffRoad! What if he kills her too? He was obviously always a spy!" She cried, looking close to crying, the Prime exventing softly and shaking his helm. "Soundwave will defend AirRush… And I'm sure he won't put her in danger, not if he can help it… We can only wait, and attempt to get her back." He answered in a calm, reassuring tone, waiting for Arcee to calm as Ratchet and Bumblebee came back online with a groan.

"He took her, didn't he?" Ratchet croaked out, optics half shuttered as Optimus nodded.

Ratchet shut his optics and let his helm fall back. "Primus spare her." He whispered out.

Soundwave entered the warship and made his way down the halls, AirRush curled up in his arms when he suddenly came upon Megatron, Starscream and Knockout, the three looking up from their talk and stilling at the sight of the battered TIC.

"Soundwave." Megatron growled as he slowly approached.

"Where were you?" Starscream demanded in disgust. "You just vanish without telling anyone, and then come back in here battered and dented." The seeker curled his lip at the mech before seeming to suddenly realize that Soundwave wasn't wearing a mask.

"Sexy." Knockout hummed from between the two, Soundwave stilling and lifting his lip at the cherry red mech, letting out a soft growl when Megatron's optics roamed his frame and fell on the tiny sparkling cuddled against his chassis, close to his spark.

Megatron's red optics narrowed as he took a couple steps forwards to stare down at the sparkling that stared up at him with a fearful expression on her faceplating, whimpering and cuddling closer to Soundwave. "Where did that come from?" Megatron demanded, Soundwave slightly distressed at being unable to detect any sort of emotion in the warlord's tone.

"Filthy creature!" Starscream hissed when he saw the sparkling, jerking away, and Soundwave was slightly glad that the seeker's coding didn't kick in… The last thing he wanted was Starscream getting too touchy with AirRush. "It's part Autobot!" Starscream leered before looking up at Soundwave with the same expression. "And so are you!" He growled.

It was true… If a bot and a con got together and mated successfully, the red and blue would neutralize each other, giving their offspring white optics, or, occasionally, purple. Soundwave had had one creator that was a half breed, while the other was a pure Decepticon, thus his own white optics that he passed onto AirRush.

Megatron rounded on Starscream, becoming irritated by the situation and his annoying second's prattling, the back of his fist connecting with the seeker's faceplates, sending him flying to crash into a wall. "_Silence_, Starscream!" The warlord hissed.

Soundwave stiffened, the strike to Starscream unsettled him… The grey and white frame was replaced by a slim black one, with golden biolights, a femme seeker… AirRush… The Decepticon suddenly realized that he didn't want this for his daughter… And that he had put her in danger by bringing her here.

Tensing when his lord turned away from the seeker to look back down at the sparkling, servo reaching out and a clawed digit running along her jawline. "Regardless of heritage… We will bring the femmeling into our ranks." Megatron stated with a deep purr.

Wondering what his lord was thinking, Soundwave subtly looked into his lord's mind, the images and thoughts of the towering mech slamming into him and causing the TIC to jerk away, the clawed digit at AirRush's jaw cutting a long, jagged scratch into the soft white protoform.

AirRush was crying, that much Soundwave knew as he stared at his lord, who was glaring at him with smoldering red optics so similar to the Kaon melting pits, the TIC taking a step back and away from Megatron, the warlord growling lowly before realization seemed to dawn on him. "It's _yours_!" The warlord hissed, anger flashing through his optics. "Though I do not see how you ever would've had time to merge or spark an Autobo-..." Megatron tensed and Soundwave took another step backwards away from him. "As _SkyGale_!" Megatron hissed, raising his arm.

Soundwave saw what was coming and tightened his grip around his sparkling, jerking around and putting his back to Megatron in order to protect his sparkling from the blast of his lord's plasma cannon, the force of the shot sending Soundwave careening through the air.

Landing hard against a wall, Soundwave groaned, the scent of warped plating and burning circuitry reaching his olfactory sensor, the ridge still slightly crooked since Ratchet had been unable to fully repair it.

Dazed, Soundwave sat up a little, optics fuzzy as he watched his lord approaching, hearing AirRush's screams and sobs through the ringing in his helm, and the mech responded to his creation's cries, pushing himself up and running, the warlord following him all the way out to the end of the flight deck.

Staring down at the ground so far beneath him through pain fritzed optics, Soundwave knew that transformation would cause even further damage to himself and he half turned to watch Megatron approaching him, flanked by Starscream, the seeker looking more than pleased. "Any transformation will further destroy you, Soundwave… Tear you apart." Megatron growled as he approached, his sword making it's entrance known from beneath the cannon, Soundwave's optics travelling to it before he took a step back and turned to jump.

Soundwave's pedes left the flight deck, Megatron charging forwards, his sword severing the main cabling to his left knee joint, the loyal lieutenant crying out and transforming, biting back a scream as he felt his joints pop out of place, plating grind together and even rip loose of his frame, circuitry tangling, and warnings popping up all over his HUD about dangerous energon loss.

Hearing the sound of two other transformations, Soundwave shut his optics and put all of his remaining power into his thrusters, speeding down towards Earth, heading for the only place that he knew to be safe… The Autobots.

Ratchet was sitting on the medbay berth when a several signals appeared on the monitor… Three Decepticon, one that was easily identified as AirRush's… "What the slag?" He growled, Optimus Prime moving to look. "Megatron and Starscream… They are pursuing Soundwave." He stated grimly, Arcee jumping up. "We can't let them catch him! Soundwave most likely has AirRush with him!" She cried, the Prime nodding. "Ratchet. Bridge us to his coordinates." He ordered, the medic nodding and opening the groundbridge, allowing the entire team to charge through, seeking to rescue the sparkling that had wiggled her way into all of their sparks.

Soundwave was losing energy at a frightening rate, and the moment he picked up a groundbridge signal, he sped towards it, crash landing a few meters from the Autobots, ripping up the terrain around him before he came to rest against a tree, too far gone to be able to transform again.

The Autobots exploded into action, Optimus Prime shooting at Megatron and Starscream, his bots falling in behind him while Ratchet and Arcee ran to where Soundwave lay, still in jet form.

"Where's AirRush?" Arcee cried, desperation obvious in her voice as she looked around, Ratchet grabbing her arm to calm her. "AirRush is a seekerlet… She is most likely safe within Soundwave." He responded, not bothering to fully explain as he turned back to Soundwave and took in the damage with a quick scan. "It's too extensive for him to transform… He's fading fast, Arcee." He murmured, looking at her.

Arcee hesitated as she looked down at the broken form of the mech she believed had offlined her first partner, shutting her optics. "I'll help you carry him." She answered with a soft tone, Ratchet giving a short nod and, together, they lifted up the jet and quickly rushed him towards the groundbridge, Megatron taking notice and attempting to get past Optimus to make it to them.

Other than Ratchet receiving a strained joint from the force of a rock, thrown by a nearby blast, they were both alright, and they set the jet on the medberth, Ratchet shooing her away as he began to work.

"Pass me all the tools you can… He'll need an energon transfusion." Ratchet ordered gruffly as he worked, listening to the frightened chirps and clicks from within Soundwave, spark jerking in his chassis… If Soundwave offlined with AirRush that close to his spark, so close to _him_, the femme would likely never recover from the trauma. "Stupid mech." He growled lowly, up to his elbow joints in sparking circuitry, attempting to cap as many of the energon lines as he could, Arcee moving to help him.

"I have smaller arms." Arcee murmured in a soft tone, looking conflicted again… As if she wanted to kill the mech, as well as help him. Venting, Ratchet nodded, pointing to the seams. "We need to transform him… Forcibly. It'll be painful, but it is the only way to fix him properly." The medic stated, pushing his servos into two separate seams and looking at Arcee, the femme shuddering but doing to same. "Now… Pull slowly. Find out where they're supposed to move… He won't like it, but we have to… If not to save him, to get AirRush away." He stated, Arcee nodding and finding where the seams were supposed to separate and pulled.

Soundwave onlined at that moment, letting out a cry as he was forcibly transformed, optics fritzing and voicebox shorting out as he was laid out on the table, AirRush gripping his abdomen and shivering, wings low and optics wide as she keened, chirped and clicked in fright.

Arcee immediately scooped up the femme and lay her on a berth. Optimus and the others were fighting off Megatron still, and would be able to come soon to coddle the femmeling… As it was, Arcee knew she couldn't let Soundwave offline… No matter what she feared he might've done.

Soundwave didn't know how much time had passed… Only that he ocassionally had glimpses of shadowy forms over him, and distant voices, servos touching him, pain… Terrible pain… Memory purge came one after the other as he was subjected to time he had had with OffRoad.

_-Memory Begins-_

"_No, Gale… I don't believe that you can be a bad mech." OffRoad murmured from where she stood in front of her lover, optics averted from his to the ground at her pedes, shifting nervously. "I know you wouldn't do anything to put me… And the sparkling, in danger. Forgive me for thinking any worse of you." She murmured, voice almost a whisper._

_SkyGale reached out and gripped the red racer's chin lightly, tilting her faceplates up until she was forced to look into his optics. "OffRoad… I understand why you reacted the way you did… Like it or not, I had been lying to you… Lying to everyone… Eventually, I'll have to tell Prime and Prowl and take whatever punishment will be given."_

_SkyGale held a digit against his mate's lips to keep her from protesting. "I cannot continue to deceive them, and I would rather that they find out from me, than another's… And preferrably before Sunstreaker or Sideswipe find out." He stated, happy that his mate's lips curled slightly at the statement. "They'd slag you to the pit and back." She answered in a slightly happier voice._

_Relaxing, SkyGale shook his head in amusement. "Not yet. Not until the sparkling's born." He answered, servo running over his mate's abdomen, her servo catching his and holding it there. "Sky… I'm sorry… I do love you, and I don't think you can do anything that will make me love you any less." OffRoad stated, SkyGale smiling back at her. "Hey… You changed my mind… You're my universe." He stated, looking down at their joined servos. "Both of you are." He whispered before taking a kiss from the femme that had stolen his spark._

"_No matter what happens, Sky… I love you." OffRoad whispered into his audio._

_-Memory Ends-_

Soundwave onlined to those words ringing through his helm and he exvented shakily, optics onlining to the Autobots all standing around him, the mech shifting and letting out a groan when it only caused excruciating pain to flash through his backstruts.

A firm servo was placed against his chassis to hold him down. "You are in no condition to move." Ratchet ordered firmly, Soundwave tensing before slowly relaxing again. "No-t… Wanting… To fi-ight." He choked out.

The Autobots around him looked slightly skeptical, but didn't challenge the fact as Soundwave turned his helm this way and that, searching for his sparkling. "My… Sp-parkling." He coughed out, optics half shut as he searched for her.

"AirRush is safe. Just recharging." Optimus Prime informed the exhausted Decepticon and Soundwave gave a small nod, optics falling on Arcee and he offered a half smirk. "S-surprised you didn't off-offline me." He murmured in a near whisper before Arcee snorted in amusement. "You didn't kill OffRoad… I found out who was responsible." She responded, the others slowly vanishing, Optimus going to work on the Iaconian Database, Ratchet moving to do whatever the slag he did at this time, and the others headed off to pick up the children from school.

Soundwave stiffened when he heard those words, optics opening a little wider as he turned his helm towards her. "Who…?" He growled, although it sounded weak and non-threatening.

"Airachnid." Arcee responded with hatred in her tone. "While you were out, we had a little bump in, and she ended up making it clear that she was the one to take OffRoad's spark." She stated angrily as she looked down at the weak mech beneath her.

"I'll kill her." Soundwave whispered as his optics half shut again, as if attempting to keep out of recharge. "Start over with me… You love… AirRUsh… And I am her sire…" The mech attempted tof ind his words. "L-Let me explain what happened… What really h-happened." He added, the femme vanishing before returning with the sleeping sparkling in her arms and laying AirRush gently on Soundwave's chassis, the mech wrapping both arms around her. "We'll see… Right now, all I can agree on with you is that Airachnid needs to die." She stated coldly, Soundwave nodding as he shut his optics, feeling the sparkbeat of his daughter against himself. "She will… pay." He whispered before falling into recharge…

Soundwave was eager for a new start, and, perhaps, he would find it with the Autobots… They would protect AirRush. One day, especially with his knowledge, Megatron would fall and he would be able to raise his sparkling in peace… Perhaps alongside a femme.


End file.
